Vita 34 AG: Exchange Offer PBKM - 95% Minimum Acceptance Rate Exceeded

Vita 34 AG / Key word(s): Mergers & Acquisitions/Capital Increase
Vita 34 AG: Exchange Offer PBKM - 95% Minimum Acceptance Rate Exceeded

28-Oct-2021 / 13:32 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS

Vita 34 AG: Exchange Offer PBKM - 95% Minimum Acceptance Rate Exceeded

Leipzig, 28 October 2021 - Vita 34 AG ("Vita 34") announces in connection with the voluntary public exchange offer by Vita 34 addressed to the shareholders of Polski Bank Komórek Macierzystych S.A., Warsaw, ("PBKM") that the total number of PBKM shares for which the exchange offer has been accepted as of 28 October 2021, 12.30 pm (CEST), plus the PBKM shares held by Vita 34 and its subsidiaries, plus the PBKM shares for which Vita 34 or its subsidiaries have entered into an agreement outside the exchange offer giving them the right to demand the transfer of title to such PBKM shares amounts to 9,090,625 PBKM shares. This corresponds to approximately 97.34% of the outstanding PBKM shares. Thus, the minimum acceptance rate of 95% of the PBKM shares under the exchange offer was exceeded and, subject to potential withdrawal rights, the relevant closing condition will therefore be fulfilled.

Subject to the fulfillment of the remaining closing conditions, the share exchange is expected to be completed until 15 November 2021. Based on the resolution of the extraordinary general meeting of Vita 34 held on 13 July 2021, the share capital of Vita 34 is expected to increase from EUR 4,145,959 by at least EUR 11,817,812 to at least EUR 15,963,771 by way of issuance of at least 11,817,812 new no-par-value registered shares.

Important Information

This announcement does neither constitute an offer to exchange or purchase nor the solicitation of an offer to exchange or purchase any securities. Moreover, this announcement does neither constitute an offer to buy nor the solicitation of an offer to buy any securities in PBKM or Vita 34. The final terms and further provisions regarding the Exchange Offer will be included in a securities prospectus once it has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of PBKM shares are strongly recommended to read the securities prospectus and all other documents in connection with the Exchange Offer as soon as they are published, as they will contain important information. Vita 34 may not initiate the Exchange Offer at all.

Subject to the exceptions described in the securities prospectus and any exceptions granted by the relevant regulatory authorities, an Exchange Offer is not being made, directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction.

In particular, the Vita 34 shares that are intended to be transferred to PBKM shareholders as consideration (the "Vita 34 Offer Shares") have not been, and will not be, registered under the United States Securities Act of 1933 as amended, (the "Securities Act"), or under the securities laws of any state, district or other jurisdiction of the U.S.A. The Vita 34 Offer Shares may not be offered, sold or delivered, directly or indirectly, to PBKM shareholders located with a domicile, registered office or habitual abode in the U.S.A. (the "U.S. Shareholders"), or to any agents, appointees, trustees, custodian banks or other persons acting for the account of benefit of any U.S. Shareholders, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

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